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Audited consolidated results for the year ended 30 June 2012 and cash dividend declaration
REMGRO LIMITED
Registration number 1968/006415/06
ISIN ZAE000026480 Share code REM
AUDITED CONSOLIDATED RESULTS
FOR THE YEAR ENDED 30 JUNE 2012
AND CASH DIVIDEND DECLARATION
SALIENT FEATURES
- Headline earnings per share on a comparable basis: +26.1%
- Ordinary dividend per share on a comparable basis: +25.1%
- Intrinsic value per share at 30 June: R152.61
ABRIDGED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June 30 June
2012 2011
R'm R'm
ASSETS
Non-current assets
Property, plant and equipment 3 485 3 098
Biological agricultural assets 99 131
Investment properties 37 41
Intangible assets 356 327
Investments - Associated companies 38 321 34 920
- Joint ventures 130 252
- Other 1 587 6 059
Retirement benefits 164 149
Loans 115 139
Deferred taxation 6 7
44 300 45 123
Current assets 13 727 10 864
Inventories 2 002 1 476
Biological agricultural assets 476 445
Debtors and short-term loans 2 071 1 968
Investment in money market funds 2 344 1 725
Cash and cash equivalents 6 484 4 315
Other current assets 136 171
13 513 10 100
Assets held for sale 214 764
Total assets 58 027 55 987
EQUITY AND LIABILITIES
Issued capital 3 605 3 605
Reserves 50 018 48 170
Treasury shares (169) (216)
Shareholders' equity 53 454 51 559
Non-controlling interest 799 771
Total equity 54 253 52 330
Non-current liabilities 981 1 481
Retirement benefits 203 238
Long-term loans 105 154
Deferred taxation 673 1 089
Current liabilities 2 793 2 176
Trade and other payables 2 493 2 160
Short-term loans 279 3
Other current liabilities 21 13
Total equity and liabilities 58 027 55 987
At book value R103.93 R100.37
At intrinsic value (unaudited) R152.61 R135.97
ABRIDGED CONSOLIDATED INCOME STATEMENT
Twelve months Fifteen months
ended ended
30 June 30 June
2012 2011
R'm R'm
Sales 13 532 14 955
Inventory expenses (8 517) (9 015)
Personnel costs (2 405) (2 729)
Depreciation (354) (387)
Other net operating expenses (1 484) (2 160)
Trading profit 772 664
Dividend income 175 155
Interest received 243 205
Finance costs (21) (35)
Negative goodwill - 112
Net impairment of investments, loans, assets and goodwill (295) (68)
Profit on sale and unbundling of investments 4 421 2 283
Consolidated profit before tax 5 295 3 316
Taxation (462) (480)
Consolidated profit after tax 4 833 2 836
Share of after-tax profit of associated companies and joint ventures 4 532 8 112
Net profit for the period 9 365 10 948
Attributable to:
Equity holders 9 284 10 841
Non-controlling interest 81 107
9 365 10 948
ASSOCIATED COMPANIES AND JOINT VENTURES
Share of after-tax profit of associated companies and joint ventures
Profit before taking into account impairments, non-recurring and capital items 6 094 7 624
Net impairment of investments, assets and goodwill (197) (102)
Profit on the sale of investments 381 2 759
Other non-recurring and capital items 38 389
Profit before tax and non-controlling interest 6 316 10 670
Taxation (1 405) (2 010)
Non-controlling interest (379) (548)
4 532 8 112
RECONCILIATION OF HEADLINE EARNINGS
Twelve months Fifteen months
ended ended
30 June 30 June
2012 2011
R'm R'm
Net profit for the period attributable to equity holders 9 284 10 841
Plus/(minus):
- Negative goodwill - (112)
- Net impairment of associates and joint ventures 26 (14)
- Impairment of other investments 239 -
- Impairment of property, plant and equipment 3 40
- Recycling of foreign currency translation reserves 94 -
- Profit on sale of associates and joint ventures (1 056) (2 312)
- (Profit)/loss on sale of other investments (3 455) 54
- Profit on sale of subsidiary company - (25)
- Net (surplus)/loss on disposal of property, plant and equipment (79) 1
- Non-headline earnings items included in equity accounted earnings of
associated companies and joint ventures (241) (3 122)
- Net surplus on disposal of property, plant and equipment (19) (76)
- Profit on the sale of investments (381) (2 759)
- Net impairment of investments, assets and goodwill 197 102
- Other non-recurring and capital items (38) (389)
- Taxation effect of adjustments 181 165
- Non-controlling interest 117 39
Headline earnings 5 113 5 555
EARNINGS AND DIVIDENDS
Twelve months Fifteen months
ended ended
30 June 30 June
2012 2011
Cents Cents
Headline earnings per share
Basic 994.6 1 082.4
Diluted 974.3 1 050.4
Earnings per share
Basic 1 805.9 2 112.4
Diluted 1 783.7 2 072.3
Dividends per share
Ordinary 314.00 314.00
Interim 126.00 101.00
Final 188.00 213.00
ABRIDGED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Twelve months Fifteen months
ended ended
30 June 30 June
2012 2011
R'm R'm
Net profit for the period 9 365 10 948
Other comprehensive income, net of tax (1 827) (1 361)
Exchange rate adjustments 792 (244)
Fair value adjustments for the period (866) (807)
Deferred taxation on fair value adjustments 199 145
Reclassification of reserves to the income statement (3 000) (14)
Change in reserves of associated companies and joint ventures 1 048 (441)
Total comprehensive income for the period 7 538 9 587
Total comprehensive income attributable to:
Equity holders 7 457 9 480
Non-controlling interest 81 107
7 538 9 587
ABRIDGED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Twelve months Fifteen months
ended ended
30 June 30 June
2012 2011
R'm R'm
Balance at the beginning of the period 52 330 44 083
Total comprehensive income for the period 7 538 9 587
Dividends paid (1 809) (1 220)
Capital invested by minorities 6 14
Other movements 1 (81)
Long-term share incentive scheme reserve 84 64
Unbundling of investment (3 897) (117)
Balance at the end of the period 54 253 52 330
ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS
Twelve months Fifteen months
ended ended
30 June 30 June
2012 2011
R'm R'm
Cash generated from operations 949 381
Taxation paid (431) (407)
Dividends received 3 150 2 563
Cash available from operating activities 3 668 2 537
Dividends paid (1 819) (1 220)
Net cash inflow from operating activities 1 849 1 317
Investing activities 124 (758)
Financing activities 139 87
Net increase in cash and cash equivalents 2 112 646
(Increase)/decrease in money market funds (619) 87
Exchange rate profit/(loss) on foreign cash 586 (159)
Cash and cash equivalents at the beginning of the period 4 315 3 741
Cash and cash equivalents at the end of the period 6 394 4 315
Cash and cash equivalents per statement of financial position 6 484 4 315
Bank overdraft (90) -
ADDITIONAL INFORMATION
30 June 30 June
2012 2011
Number of shares in issue
Ordinary shares of 1 cent each 481 106 370 481 106 370
Unlisted B ordinary shares of 10 cents each 35 506 352 35 506 352
Total number of shares in issue 516 612 722 516 612 722
Number of shares held in treasury
Ordinary shares repurchased and held in treasury (2 279 155) (2 918 266)
514 333 567 513 694 456
Weighted number of shares 514 090 014 513 209 003
In determining earnings per share and headline earnings per share the weighted number of shares was taken into account.
30 June 30 June
2012 2011
R'm R'm
Listed investments
Associated
Book value 25 713 23 380
Market value 40 601 32 086
Other
Book value 768 5 482
Market value 768 5 482
Unlisted investments
Associated
Book value 12 608 11 540
Directors' valuation (unaudited) 23 464 19 695
Joint ventures
Book value 130 252
Directors' valuation (unaudited) 130 250
Other
Book value 819 577
Directors' valuation 819 577
Additions to and replacement of property, plant and equipment 771 612
Capital and investment commitments 5 678 1 693
(Including amounts authorised, but not yet contracted for)
Guarantees and contingent liabilities* 2 420 2 472
Dividends received from associated companies and joint ventures set off
against investments (the 30 June 2011 amount includes the MMI and RMI
Holdings unbundling dividends amounting to R6 174 million) 2 942 8 305
* The guarantees and contingent liabilities primarily relate to three material unresolved disputes with SARS. Two of the
disputes amounting to R1 337 million relate to the buyback and cancellation of treasury shares, while the third dispute
amounting to R736 million is in connection with the disposal of investments (both amounts include interest). Based on
legal opinion received, the assessments are being disputed.
COMMENTS
1. CHANGE IN FINANCIAL YEAR-END AND COMPARISON WITH PRIOR PERIOD
As previously reported, the financial year-end of the Company was changed from 31 March to 30 June with effect
from 30 June 2011. As a result of the change in year-end, the results for the twelve months to 30 June 2012 being
reported on are not directly comparable to those of the fifteen months to 30 June 2011. The main reason for this is
that different accounting periods of certain investee companies are accounted for in the comparative periods
presented.
The most significant of the investee companies referred to above, are the following:
- Air Products and Mediclinic accounted for twelve months in both periods
- Rainbow, Tsb Sugar, Unilever and Wispeco accounted for twelve months for the year under
review, compared to fifteen months in the comparative period
- Distell, FirstRand, Kagiso, PGSI, RMBH and Total accounted for twelve months for the year
under review, compared to eighteen months in the comparative period
In order to enable shareholders to make a meaningful comparison with the results of the twelve months under
review, we have prepared as additional information an analysis of headline earnings for the comparative twelve
months ended 30 June 2011. A summary of these comparable results is presented in the "Contribution to headline
earnings" table below and in the segmental information presented in Annexure A.
With effect from 25 June 2012 the investment in Impala Platinum Holdings Limited was distributed to Remgro
shareholders as a dividend in specie. Due to the size of the transaction certain items in the statement of financial
position and income statement are therefore not directly comparable with those of the prior period.
2. ACCOUNTING POLICIES
The annual financial statements are prepared on the historical cost basis, unless otherwise indicated, in accordance
with International Financial Reporting Standards (IFRS), including IAS 34: Interim Financial Reporting, and in
accordance with the requirements of the Companies Act (No. 71 of 2008), as amended, and the Listings
Requirements of the JSE Limited. The financial statements have been prepared under the supervision of the Chief
Financial Officer, Leon Crouse CA(SA).
These financial statements incorporate accounting policies that have been consistently applied to both periods
presented, with the exception of the implementation of the revised IAS 24: Related Party Disclosures. The adoption
of the revised accounting standard only affected disclosure and had no impact on the results of either the current or
prior periods.
3. RESULTS
Headline earnings
Headline earnings for the twelve months to 30 June 2012 amounted to R5 113 million compared to R5 555 million
for the fifteen months to 30 June 2011, representing a decrease of 8.0%. Headline earnings per share decreased by
8.1% from 1 082.4 cents to 994.6 cents.
However, when compared to the comparable twelve months ended 30 June 2011, headline earnings increased by
26.3% from R4 049 million to R5 113 million, whereas headline earnings per share increased by 26.1% from
788.8 cents to 994.6 cents.
Contribution to headline earnings
Twelve months Twelve months Fifteen months
ended ended ended
30 June 30 June 30 June
2012 % 2011 2011
R'm Change R'm R'm
Financial services 2 538 32.5 1 915 2 845
Industrial interests 2 236 15.9 1 930 2 512
Media interests 93 200.0 31 20
Mining interests 148 32.1 112 112
Technology interests 77 (20.6) 97 111
Other investments 22 (12.0) 25 28
Central treasury 140 84.2 76 89
Other net corporate costs (141) (2.9) (137) (162)
5 113 26.3 4 049 5 555
Refer to Annexures A and B for segmental information.
The following commentary is based on a comparison of the results of the year under review with that of the twelve
months ended 30 June 2011.
Financial services
The contribution from financial services amounted to R2 538 million (2011: R1 915 million). The increase of
32.5% is mainly due to strong operational performances in both FNB and WesBank, as well as the inclusion of the
results of RMI Holdings for the full twelve months under review, compared to only four months in the comparative
period.
Industrial interests
The contribution of the industrial interests to headline earnings increased by 15.9% to R2 236 million
(2011: R1 930 million). Mediclinic's and Unilever's contribution to headline earnings amounted to R491 million
and R367 million respectively (2011: R474 million and R312 million). Distell's contribution to Remgro's headline
earnings, which includes the investments in Capevin Holdings and Capevin Investments, amounted to R324 million
(2011: R328 million). Rainbow's contribution to headline earnings amounted to R197 million (2011: R220 million).
Rainbow is currently experiencing difficult trading conditions, with its results being significantly impacted by record
levels of cheap imports and rising input costs. Total South Africa's contribution to Remgro's headline earnings
amounted to R124 million (2011: R191 million). Total South Africa reported negative stock revaluations during the
twelve months under review, compared to substantial favourable stock revaluations in the comparative period.
Effective 1 July 2011 Kagiso Trust Investments (KTI) and the Tiso Group merged into a new entity, Kagiso Tiso
Holdings (KTH). KTH's contribution to Remgro's headline earnings amounted to R93 million (2011: Remgro's
share of KTI's headline earnings - R59 million). During the year under review KTH's results were positively
impacted by favourable fair value adjustments relating to its interests in Exxaro Resources Limited and MMI
Holdings Limited. Tsb Sugar produced excellent results with a contribution to headline earnings of R352 million
(2011: R134 million). This increase is mainly due to higher local and export sugar prices, as well as an improved
operational performance from Tsb Sugar's milling activities resulting from higher sugar production. It should also
be noted that the 2011 results of Tsb Sugar included a non-recurring cost of R43 million relating to the closure of a
pension fund. Grindrod contributed R88 million to headline earnings for the eight months since acquisition.
Media interests
Media interests primarily consist of the interests in Sabido, MARC and Premier Team Holdings (PTH). Sabido's
contribution to Remgro's headline earnings amounted to R129 million (2011: R116 million). MARC contributed
R11 million to headline earnings (2011: R17 million loss). It should be noted that MARC's comparative results
included a negative fair value adjustment of R22 million relating to the MARC convertible preference shares. PTH's
contribution to headline earnings amounted to a loss of R35 million (2011: R37 million loss). No income from One
Digital Media was accounted for during the year under review (2011: R31 million loss) as the investment was sold
during April 2012.
Mining interests
Until the unbundling of Implats to Remgro shareholders during June 2012, Implats was the only remaining
investment being reported under mining interests. Dividends received from Implats during the year under review
amounted to R148 million (2011: R112 million).
Technology interests
Technology interests primarily represent the interests in the CIV group of companies and the investment in
SEACOM. For the year under review the CIV group contributed R85 million to Remgro's headline earnings
(2011: R89 million). SEACOM reported a headline loss of R109 million for the year under review
(2011: R121 million loss), with Remgro's share of this loss amounting to R27 million (2011: R30 million loss).
Before it was sold the investment in Tracker was "held for sale" and therefore no income from Tracker was
accounted for during the year under review (2011: R23 million).
Other investments
The contribution of other investments to headline earnings amounted to R22 million (2011: R25 million), of which
Business Partners' contribution was R12 million (2011: R18 million).
Central treasury and other net corporate costs
Higher average cash balances resulted in an increase in the contribution from the central treasury division to
R140 million (2011: R76 million). Other net corporate costs amounted to R141 million (2011: R137 million). The
increase in other net corporate costs can be attributed mainly to a higher share scheme cost resulting from the
adjustment to the offer prices of share appreciation rights held by participants following the unbundling of the
investment in Implats.
Total earnings
Total earnings decreased by 14.4% to R9 284 million (fifteen months to 30 June 2011: R10 841 million), mainly as
a result of the change in year-end in 2011 resulting in certain investee companies being accounted for fifteen or
eighteen months in the comparative period, compared to only twelve months during the year under review. It should
also be noted that the earnings for the year under review include, inter alia, capital gains amounting to
R4 047 million realised on the disposal of RMBH shares and RMI shares to Royal Bafokeng Holdings (Pty)
Limited, the disposal of Tracker and the unbundling of the investment in Implats, as well as an accounting profit
amounting to R231 million realised on the KTI and Tiso merger.
4. INTRINSIC VALUE
Remgro's intrinsic value per share increased by 12.2% from R135.97 at 30 June 2011 to R152.61 at 30 June 2012,
despite the unbundling of the investment in Implats which reduced the intrinsic value at 30 June 2012 by R4.55.
The increase in the effective capital gains tax rate further reduced the intrinsic value per share by R1.60. Therefore,
on a like-for-like basis the intrinsic value per share increased by 16.7% compared to June 2011. Refer to Annexure
B for full details.
5. INVESTMENT ACTIVITIES
The most important investment activities during the year under review were as follows:
RMB Holdings Limited (RMBH) and RMI Holdings Limited (RMI)
During December 2011 Remgro sold 50 088 654 RMBH shares and 68 866 361 RMI shares to Royal Bafokeng
Holdings (Pty) Limited for a total consideration of R2 091.1 million. The transaction effectively reduced Remgro's
interests in RMBH and RMI from 31.5% and 34.9%, to 27.9% and 30.3% respectively.
Grindrod Limited (Grindrod)
During the year under review Remgro acquired 138 588 358 Grindrod ordinary shares for a total consideration of
R2 089.4 million. These acquisitions resulted in Remgro obtaining an effective 23.5% interest in Grindrod
(23.1% on a fully diluted basis). The results of Grindrod were equity accounted for eight months to 30 June 2012.
Tracker Investment Holdings (Pty) Limited (Tracker)
During October 2011 the investment in Tracker was sold for a total consideration of R1 226.5 million.
Kagiso Trust Investments (Pty) Limited (KTI) and Tiso Group (Pty) Limited (Tiso)
Effective 1 July 2011, KTI and Tiso merged into a new entity, Kagiso Tiso Holdings (Pty) Limited (RF), and
Remgro's interest on a fully diluted basis in the new entity is 25.1%.
Dark Fibre Africa (Pty) Limited (Dark Fibre)
During the year under review Remgro invested a further R248.0 million directly in Dark Fibre. This investment
increased Remgro's effective interest in Dark Fibre to 49.6% (2011: 46.5%).
Dorbyl Limited (Dorbyl)
During February 2012 Remgro disposed of 11 839 510 shares in Dorbyl to RECM and Calibre Limited for a
nominal amount. The transaction reduced Remgro's interest in Dorbyl to 6.5% (2011: 41.4%). The remaining
2 218 836 shares (or 6.5%) were disposed of during September 2012.
Impala Platinum Holdings Limited (Implats)
On 31 May 2012 it was announced that the investment in Implats would be distributed to Remgro shareholders as a
dividend in specie in the ratio of 5.16582 Implats shares for every 100 Remgro shares held. The Implats shares
were distributed on 25 June 2012.
No dividend tax is payable on the distribution as Remgro has sufficient STC credits available to apply against the
dividend.
Other smaller investments, amounting to R367 million, were made during the year under review in, inter alia,
the Milestone China Funds, Premier Team Holdings Limited and Kagiso Infrastructure Empowerment Fund.
EVENTS AFTER 30 JUNE 2012:
Capevin Holdings Limited (Capevin Holdings)
During April 2012 Capevin Holdings announced its intention to acquire all the shares in Capevin Investments
Limited (Capevin Investments) not already held by it through the issue of 21 Capevin Holdings shares for every
1 Capevin Investments share acquired. The effective date of the transaction was 13 August 2012.
The transaction did not affect Remgro's indirect interest in Distell Group Limited.
MARC Group Limited (MARC)
During September 2012 Remgro received an offer from Kagiso Media Limited to acquire the entire issued share
capital of MARC, for an amount of R335 million, plus an additional R10 million in respect of a shareholder loan to
MARC, provided that at the time of implementation of the transaction MARC's only assets will be its shareholdings
in Experiential Marketing (Pty) Limited, EXP Momentum Limited, Trinergy Brand Connectors (Pty) Limited and
Bull Rugby Holdings (Pty) Limited.
In order to give effect to the above transaction, Remgro will be required to acquire all the MARC shares that it does
not already own from MARC's minority shareholders. Both of these transactions are subject to certain suspensive
conditions being fulfilled and it is anticipated that the completion date will be 31 January 2013.
Mediclinic International Limited (Mediclinic)
On 1 August 2012, Mediclinic announced a comprehensive refinancing of its Swiss and South African debt. As part
of the transaction Mediclinic proposed the raising of new equity through a R5.0 billion rights offer. Remgro has
entered into an underwriting agreement with Mediclinic in terms of which it has agreed, subject to the fulfilment of
certain conditions, to fully underwrite the rights offer. Remgro's exposure has been reduced to R3.0 billion due to
the fact that a third party sub-underwrote R2.0 billion on a first-out basis.
On 31 August 2012, Mediclinic announced that all conditions precedent pertaining to the rights offer had been
fulfilled. The rights offer will consist of an offer of 174.6 million new Mediclinic shares at an issue price of
R28.63 per share in the ratio of 26.77263 new Mediclinic shares for every 100 Mediclinic shares held. In terms of
the rights offer Remgro will subscribe for 75.8 million new Mediclinic shares at an aggregate subscription price of
R2.17 billion. Remgro's exposure under the underwriting agreement is thus limited to R0.83 billion.
Kagiso Tiso Holdings (Pty) Limited (RF) (KTH)
During August 2012 Remgro increased its shareholding in KTH by acquiring a further 7.2% interest for a total
amount of R484.8 million, thereby increasing its interest from 25.1% to 32.3%.
6. TREASURY SHARES
At 30 June 2011, 2 918 266 Remgro ordinary shares (0.6%) were held as treasury shares by a wholly owned
subsidiary company of Remgro. As previously reported, these shares were acquired for the purpose of hedging
Remgro's share incentive schemes.
During the year under review no Remgro ordinary shares were repurchased, while 639 111 Remgro ordinary shares
were utilised to settle Remgro's obligation towards scheme participants who exercised the rights granted to them.
At 30 June 2012, 2 279 155 Remgro ordinary shares (0.5%) were held as treasury shares.
7. CASH RESOURCES AT THE CENTRE
The Company's cash resources at 30 June 2012 were as follows:
30 June 2012 30 June
Local Offshore Total 2011
R'm R'm R'm R'm
Per consolidated statement of financial position 4 515 1 969 6 484 4 315
Investment in money market funds - 2 344 2 344 1 725
Less: Cash of operating subsidiaries (494) (7) (501) (188)
Cash at the centre 4 021 4 306 8 327 5 852
On 30 June 2012, approximately 54% (R2 344 million) of the available offshore cash at the centre was invested in
money market funds which are not classified as cash and cash equivalents on the statement of financial position.
DIRECTORATE
Mr Thys Visser, Chief Executive Officer of Remgro, passed away following a car accident on 26 April 2012. The Board and
employees of Remgro wish to pay tribute to him and honour him for his leadership, vision, integrity and esteemed
contribution to the Group.
Mr Jannie Durand was appointed as the new Chief Executive Officer of Remgro on 7 May 2012.
AUDIT REPORT
The annual financial statements have been audited by PricewaterhouseCoopers Inc. and their unqualified audit reports on the
comprehensive annual financial statements and the summarised financial statements are available for inspection at the
registered office of the Company.
DECLARATION OF CASH DIVIDEND
Secondary tax on companies (STC) and dividend tax
With effect from 1 April 2012, STC was replaced with a dividend tax. In terms of the new legislation, companies will be
allowed to apply their available STC credits against future dividends declared for a period of three years from the effective
date of dividend tax.
Declaration of Dividend No. 24
Notice is hereby given that a final gross dividend of 188 cents (2011: 213 cents) per share has been declared in respect of
both the ordinary shares of one cent each and the unlisted B ordinary shares of ten cents each, for the year ended
30 June 2012.
The total dividend per share for the twelve months ended 30 June 2012 therefore amounts to 314 cents, compared to 314
cents for the comparative fifteen months ended 30 June 2011.
Shareholders should note that the total dividend for the period to 30 June 2011 of 314 cents per share included 63 cents per
share in respect of the three months with which the financial year-end of the Group was extended to 30 June 2011.
The Company will be utilising STC credits amounting to 188 cents per ordinary share and 188 cents per unlisted B ordinary
share. As a result there will be no dividend tax deducted from the final gross dividend for any Remgro shareholder.
The issued share capital at the declaration date is 481 106 370 ordinary shares and 35 506 352 B ordinary shares. The
income tax number of the Company is 9500-124-71-5.
Together with the Implats shares that were distributed as a dividend in specie on 25 June 2012, which amounted to R7.28 per
share, the total distributions to Remgro shareholders for the year under review will therefore amount to R10.42 per share.
Dates of importance:
Last day to trade in order to participate in the final dividend Friday, 9 November 2012
Trading on or after this date will be ex the final dividend Monday, 12 November 2012
Record date Friday, 16 November 2012
Payment date Monday, 19 November 2012
Shareholders may not dematerialise or rematerialise their holdings of ordinary shares between Monday, 12 November 2012,
and Friday, 16 November 2012, both days inclusive.
The Annual Report will be posted to members during October 2012.
Signed on behalf of the Board of Directors.
Johann Rupert Jannie Durand
Chairman Chief Executive Officer
Stellenbosch
20 September 2012
DIRECTORATE
Non-executive directors
Johann Rupert (Chairman), E de la H Hertzog (Deputy Chairman),
P E Beyers, G T Ferreira*, P K Harris*, N P Mageza*,
J Malherbe, P J Moleketi*, M M Morobe*, M A Ramphele*,
F Robertson*, H Wessels*
(*Independent)
Executive directors
J J Durand (Chief Executive Officer),
W E Bührmann, L Crouse, J W Dreyer, J A Preller
CORPORATE INFORMATION
Secretary
M Lubbe
Listing
JSE Limited
Sector: Industrials Diversified Industrials
Business address and registered office
Millennia Park, 16 Stellentia Avenue, Stellenbosch 7600
(PO Box 456, Stellenbosch 7599)
Transfer Secretaries
Computershare Investor Services (Pty) Limited, 70 Marshall Street,
Johannesburg 2001
(PO Box 61051, Marshalltown 2107)
Auditors
PricewaterhouseCoopers Inc.
Stellenbosch
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Website
www.remgro.com
ANNEXURE A
COMPOSITION OF HEADLINE EARNINGS
Twelve months Twelve months Fifteen months
ended ended ended
30 June 30 June 30 June
2012 2011 2011
R'm R'm R'm
Financial services
RMBH 1 261 1 014 1 489
RMI Holdings 768 183 183
FirstRand 509 718 1 173
Industrial interests
Mediclinic 491 474 474
Unilever SA Holdings 367 312 374
Distell Group(1) 324 328 433
Rainbow Chicken 197 220 285
Tsb Sugar 352 134 187
Air Products South Africa 181 139 139
Grindrod 88 - -
Nampak - 33 33
KTH/KTI 93 59 256
Total South Africa 124 191 289
PGSI 1 18 11
Wispeco 44 35 45
Other industrial interests (26) (13) (14)
Media interests
Sabido 129 116 116
MARC 11 (17) (14)
Other media interests (47) (68) (82)
Mining interests
Implats 148 112 112
Technology interests
CIV group(2) 85 89 91
Tracker - 23 57
SEACOM (27) (30) (51)
Other technology interests 19 15 14
Other investments 22 25 28
Central treasury 140 76 89
Other net corporate costs (141) (137) (162)
Headline earnings 5 113 4 049 5 555
Weighted number of shares (million) 514.1 513.3 513.2
Headline earnings per share (cents) 994.6 788.8 1 082.4
Notes
1. Includes the investments in Capevin Investments Limited and Capevin Holdings Limited.
2. Includes the investments in CIV Fibre Network Solutions (Pty) Limited, CIE Telecommunications (Pty) Limited, CIV Power (Pty) Limited,
Central Lake Trading No. 77 (Pty) Limited and Dark Fibre Africa (Pty) Limited.
ANNEXURE B
COMPOSITION OF INTRINSIC NET ASSET VALUE
30 June 2012 30 June 2011
Book value Intrinsic value Book value Intrinsic value
R'm R'm R'm R'm
Financial services
RMBH 9 438 13 758 9 968 11 846
RMI Holdings 5 530 7 810 5 623 6 404
FirstRand 3 258 5 801 3 027 4 363
Industrial interests
Mediclinic 4 622 10 601 4 216 8 776
Unilever SA Holdings 3 051 7 026 2 990 5 313
Distell Group(1) 2 258 5 935 2 100 4 725
Rainbow Chicken 2 139 3 140 2 108 3 455
Tsb Sugar 1 910 3 372 1 546 2 804
Air Products South Africa 642 2 774 521 2 257
Grindrod 2 315 1 871 - -
KTH/KTI 1 765 1 667 1 441 1 667
Total South Africa 941 1 217 972 1 374
PGSI 581 585 578 582
Wispeco 409 350 383 343
Other industrial interests 425 424 458 457
Media interests
Sabido 845 1 768 898 1 405
MARC 168 168 169 168
Other media interests 56 56 16 16
Mining interests
Implats(2) - - 4 862 4 862
Technology interests
CIV group(3) 1 428 1 550 1 027 1 236
Tracker - - 587 1 196
SEACOM 586 926 577 1 057
Other technology interests 228 226 255 278
Other investments 1 200 839 944 634
Central treasury cash at the centre(4) 8 327 8 327 5 852 5 852
Other net corporate assets 1 332 1 622 441 744
Net asset value (NAV) 53 454 81 813 51 559 71 814
Potential CGT liability(5) (3 319) (1 965)
NAV after tax 53 454 78 494 51 559 69 849
Issued shares after deduction of shares repurchased
(million) 514.3 514.3 513.7 513.7
NAV after tax per share (Rand) 103.93 152.61 100.37 135.97
Notes
1. Includes the investments in Capevin Investments Limited and Capevin Holdings Limited.
2. The unbundling of the investment in Implats had a negative impact on intrinsic value of R4.55 per share. The increase in the effective capital gains tax
rate further reduced the intrinsic value per share by R1.60. Therefore, on a like-for-like basis the intrinsic value per share increased by 16.7% compared
to June 2011.
3. Includes the investments in CIV Fibre Network Solutions (Pty) Limited, CIE Telecommunications (Pty) Limited, CIV Power (Pty) Limited, Central Lake
Trading No. 77 (Pty) Limited and Dark Fibre Africa (Pty) Limited.
4. Cash at the centre excludes cash held by subsidiaries that are separately valued above (mainly Rainbow Chicken, Tsb Sugar and Wispeco).
5. The potential capital gains tax (CGT) liability is calculated on the specific identification method using the most favourable calculation for investments
acquired before 1 October 2001 and also taking into account the corporate relief provisions. Deferred CGT on investments "available-for-sale" is
included in "other net corporate assets" above.
6. For purposes of determining the intrinsic value, the unlisted investments are shown at directors' valuation and the listed investments are shown at stock
exchange prices.
7. Intrinsic values have not been audited.
Date: 20/09/2012 05:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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